Role, functions and activity

The Board is appointed by the shareholders’ meeting and vested with the broadest management powers. It is responsible for approving the strategy proposed by management and for supervising managerial activities in pursuit of the corporate objective.

The responsibilities allocated to the Board of Directors include:

  • Approving the company's strategic, business and financial plans, as well as transactions having a significant impact on its operating performance, earnings or financial position, and significant related-party transactions.
  • Proposing the allocation of profit shown in the financial statements and the distribution of dividends. 
  • Resolutions relating to mergers, in the cases allowed by law, opening or closing of secondary premises, and amendments to the terms of the Articles of Association and General Meeting Regulation if they become incompatible with new mandatory legislative provisions. 
  • Resolutions on the commencement or termination of operations in individual business sectors. 
  • Appointing the General Manager, establishing their powers and duties and revocation. 
  • Taking decisions on the criteria for management and coordination of the Group companies and implementation of instructions issued by IVASS. 
  • Resolutions on the other matters that by law may not be delegated. 
  • On proposal of the CEO, establishing the nature and level of risk compatible with strategic objectives. 
  • Evaluating the adequacy of the organisational, administrative and general accounting system of the company and its subsidiaries with strategic importance, with special reference to the internal control and risk management system and the management of conflicts of interest. 
  • Assigning and revoking executive powers to the executive bodies and board sub-committees, setting their limits and the procedures for their exercise.

As regards accounting documents, the responsibilities of the Board of Directors under the law and the Articles of Association include preparation of:

  • the annual financial report; 
  • the half-yearly financial report as at 30 June of each year and, if envisaged, quarterly financial disclosures.

The Chair is the company’s legal representative and does not hold an executive role, as he has not been assigned further powers in addition to those set forth in the articles of association.

Board Diary 2024 - main goals

  • Financial affairs and equity investments.
  • Resolutions on reassurance.
  • Examination of periodic reporting on investments.
  • Approval of the Consolidated Financial Statements and Integrated Report, the Parent Company draft financial statements, associated reports on operations and the proposed dividend payout.
  • Resolution on the share buy-back programme.
  • Approval of Fondazione THSN’s financial statements at 31 December 2022.
  • Approval of interim financial information.
  • Update on reinsurance.
  • Resolutions to change the share capital.
  • Periodic reporting on company performance with cumulative data on management KPIs.
  • Resolution approving the operational resilience strategy, drawn up pursuant to the Digital Operational Resilience Act (“DORA”).
  • Approval of the half-yearly reports as at 30 June 2024, after examination of the correct use of accounting principles and update by the MPFR for the preparation of corporate accounting documents on the activities under his responsibility.
  • Examination of the 2023 forecast, the 2025 budget, RAF and SAA.
  • Execution of the process for the preparation of the 2025-27 Strategic Plan.
  • Periodic update on the activities of the Key Functions at Group and Parent Company level.
  • Resolutions concerning the remuneration of the heads of the Key Functions.
  • Changes to the internal capital calculation model pursuant to Solvency II.
  • Report on Anti-Money Laundering and International Sanctions.
  • Approval of impairment testing procedures.
  • Periodic examination of the report of the head of the Internal Audit function on complaints management.
  • Periodic disclosure on RPT.
  • Half-year report on SB activities.
  • Examination of actuarial reports on the Parent Company's technical reserves.
  • Periodic assessment of the administrative-accounting structure and the system of delegated powers and of the fitness for purpose and effectiveness of the ICRMS.
  • Periodic report on the exercise of the powers of the Group CEO.
  • Periodic report on monitoring of the Group’s SAA limits.
  • Update on the shared taxonomy related to the activities of the Key Functions with respect to the Business Units.
  • Actuarial analysis on reserving.
  • Approval of the Group and Parent Company 2023 ORSA Report.
  • Approval of the Group and Parent Company RSR and SFCR.
  • Adoption, updating and confirmation of Group and Parent Company policies.
  • Examination of the reports of the External Auditors pursuant to s. 14 of Lgs.Decree no. 39, 27 January 2010, s. 10 of EU Regulation no. 537/2014, s. 102 of Lgs.Decree no. 209, 7 September 2005 and s. 11 (EU Regulation) no. 537/2014.
  • Resolution on checks performed and findings concerning workplace health and safety, in 2023, under the verification and control model envisaged by s. 30.4 of Lgs.Decree no. 81, 9 April 2008.
  • Resolution to change the timing and fees for audit assignments conferred on the External Auditors.
  • Deliberation on the Group's double materiality assessment.
  • Periodic reporting on internal audit issues.
  • Review of the annual report on intra-group transactions.
  • Periodic assessment of the fitness for purpose of the Group organisational structure.
  • Report on amendments to the Internal Model.
  • Resolution appointing the Substitute Group Chief Anti Financial Crime Officer pursuant to IVASS Regulation no. 44 of 12 February 2019, as amended pursuant to IVASS Order no. 144 of 4 June 2024.
  • Resolution on the review of the Liquidity Risk Management Plan, Recovery Plan and Systemic Risk Management Plan.
  • Update of the OMM.
  • Induction on the EIOPA framework on greenwashing practices.
  • Update of the Sustainability Group Policy on human rights.
  • Updates on sustainability risk and ICT security management issues.
  • Review of the succession plans of the Group CEO, GMC members and the heads of the Key Functions.
  • Remuneration of GMC members.
  • Examination of the findings of the 2023 Board review.
  • Approval of the 2024 expenditure budgets of the RCC, the NGC, the ISC and the SB.
  • Ascertainment of the requirements and suitability criteria of the members of the BoD and the Board of Statutory Auditors.
  • Check on the requirements envisaged by the Fit&Proper Policy with regard to Key Personnel. Examination of the letter of the Corporate Governance Committee of 14 December 2023.
  • Report on the exercise of the powers of the Group CEO.
  • Approval of the 2023 Corporate Governance and Share Ownership Report and the Report on Remuneration Policy and Payments.
  • Call of the 2024 General Meeting and approval of the related reports.
  • Confirmation of the Group and Parent Company Fit&Proper Policy.
  • Review of the RPT Procedures.
  • Review of the Group organisational structure.
  • Review of the Regulation of the BoD and Board Committees.
  • Designation and determination of the remuneration of posts held in strategic subsidiaries.
  • Resolution on the governance of Fondazione THSN.
  • Resolution on the payment of the second tranche of the co-investment share plan linked to the 2019-21 term of office of the Group CEO.
  • Update on the diversity policy for members of the Parent Company governing bodies.
  • Check on interlocking situations ex s. 36 of Decree Law no. 201 of 6 December 2011, with regard to Directors and MPFR.
  • Review of the delegated powers of some heads of Key Functions.
  • Report on the commencement of the 2024 Board Review process and subsequent examination.
  • Examination of the governance guidelines of a strategic subsidiary.
  • Final summary of annual incentive plans and approval of incentive schemes.
  • Resolution on the execution of the 2024-26 LTI Plan.
  • Resolution updating the Policy on information flows to the Parent Company governing bodies.
  • Approval of the 2025 corporate events calendar.
  • Examination of the draft Advice for Shareholders in preparation for the 2025 General Meeting.
  • Resolution to review the Articles of Association.
  • Resolution approving the document drawn up pursuant to s. 5.2.i) and s. 71.2.m) of IVASS Regulation no. 38 of 3 July 2018.
  • Approval of the RHRC 2025 expenditure budget.
  • Resolution on measures to promote equality of treatment and opportunities throughout the organisation.
  • Issues relating to insurance surveillance.

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